Tempered Steel and Paper Hearts
by Corrose
Summary: A series tracking the complicated path that Gajeel and Levy's relationship takes after its disastrous start, and the arduous road to their mutual attraction. Ch 3 - Levy can't seem to move past the shadow of Iron Gajeel's attack.
1. Predator, Prey

A/N – The story starts after Gajeel destroyed the Guild. Since I'm unsure about the timeline, I'm just going to say that these are the events of the night after the destruction of the Guild (the one that Erza, Gray and Natsu spent at Lucy's house), where he took out Team Shadow Gear after they left the Guild together and left them hanging as a prize for Makarov to find the next morning.

* * *

**Predator, Prey**

Kurogane Gajeel sat on the roof of a building that overlooked the ruined Fairy Tail Guild Hall. His eyes were narrow slits of satisfaction as he surveyed his handiwork. It had been a job well-done. They wouldn't be able to salvage much from the ruins his steel rods had caused. Now, all that was left to do was finish the job.

He watched carefully, stalking the unsuspecting Fairies as they flitted out from the cover of their ruined Guild. He needed to do something to incense these placid, peace-loving fairies to the point of war, and what else would cause them to rise up in arms than hurting one of their own? He smirked, fangs glinting in the low light. That was something that he was more than qualified to do.

He looked over the potential marks, running through the pros and cons of targeting them methodically through his calculating mind. He was sure that picking any random Fairy would work, but that wouldn't do it for him. He wanted someone whose pain would infuriate the entire Guild, someone whose broken body would snap the fragile tenterhooks of self-control on that idiot Salamander and their senile old fart of a Guild Master. He wanted_ war_. That was why he watched closely now as the hapless fairies started to trickle slowly out of their ruined Hall under his waiting eyes.

A pair of mages walked out, and the smell of smoke and gunpowder wafted its way over to him as he scrutinized them, observing the careful distance between them and the knowing nods of their friends as they left together. These two might not be a bad choice, but it would be better to get the girl by herself, since beating up the guy along with the girl wouldn't garner as much sympathy as just the girl. _Too much trouble to separate them_, he thought with a snort, and settled back to wait.

A few minutes later, a strange girl with lavender hair walked out. He watched her leave by herself, noted the absentminded goodbyes from the people around her and concluded that she didn't have enough connections within the guild to make her a decent target.

He sat up as the next mages exited, a trio of idiots who looked like easy pickings, their magical signatures barely registering on his fine-tuned senses. His eyes lit up as he saw the blue-haired girl, and he blocked out the sight of the two idiots next to her. She was obviously the heart of their group anyways, and he looked impassively at her sunny smile, at the adoration of her friends as she left, waving goodbye to all. _This one_, he decided, a jagged smile stretching across his face as his eyes widened in anticipation. This was the one. The others were just extras.

He followed them silently, leaping over rooftops and alleyways with feral grace as they made their way to Magnolia's outer edge, near the South Gate Park. He couldn't help but overhear their conversation, his sharp hearing picking up every word they said, and all their idealistic talk of friendship and solidarity and Fairy Tail spirit made him want to _puke_. Her voice drifted brightly up to where he sat, waiting in ambush for them, and he wanted to choke at how disgustingly _happy _it was.

"…Because we're a team, right guys?"

The stooges agreed, practically floating with happiness as they scrambled all over each other to "protect" her. He grinned viciously_. Let's see what you can do, then! _he thought gleefully, lunging into action in a blur of black steel.

* * *

Levy barely had time to glance behind her before she was thrown viciously through the nearest wall. Jet and Droy whirled around to confront the source of the attack, smiles turned to snarls.

Gajeel emerged from the smoke like a black spectre, his eyes gleaming red as he cracked a cruel sneer at the duo. He didn't get a chance to initiate another attack before Levy struggled up from the ruins of the building, coughing. Jet ran to help her up, and Droy squared off in front of them, jaw set stubbornly. Gajeel could have laughed, it was all so _pathetic_, but he crossed his arms and gave the Idiot Hatter time to help the girl to her feet, where she looked at him sharply, still panting with shock.

"You…You're from Phantom."

Despite the sneak attack, her eyes were bright and undaunted, and her voice rang clearly through the air as she wiped blood away from her mouth. He didn't like it.

"You're Phantom's Iron Gajeel, aren't you?" she asked again, louder this time.

He grinned. "Yeah? So what?" He took a stance and crooked a finger at them. Challenging them. "C'mon little fairies. Or are you too scared to take on the big, bad Phantom mage?" His tone was mocking and both Jet and Droy gritted their teeth angrily, taking steps forward.

"Jet! Droy! Leave him alone!"

Levy's voice cut through their anger and they turned back to look at her. She was standing stiffly, and she looked at her friends before glancing back at Gajeel.

"We don't need to deal with everyone who picks a fight with us, especially someone from Phantom Lord!" She shot him a piercing glare and grabbed Jet and Droy by the elbows, steering them away.

Gajeel snorted in contempt. He could take down this little tag team of losers as easily as he could crush a fly, but her refusal to fight rankled him. It was amusing, but who the hell did she think she was? Did she really think he'd just let them walk away because she didn't want to fight?

He smirked. Fine, let her keep her little illusion of charity for a little while longer. He'd make them fight _him_. He addressed their retreating backs lazily, his tone casual and riddled with scorn.

"I guess Fairy tail's reputation as a guild of weak loser shits was pretty accurate. Too bad no one mentioned the walking fashion disasters."

His voice dropped low to a purr. "Didn't mention the girls either. Girl, I would do _unspeakable _things to you in the dark, giihihih."

Jet and Droy stopped abruptly, shaking with anger. Levy continued to tug at their sleeves, but they remained rooted with anger at this taunt that struck just a little too close to home. Gajeel grinned (_jackpot_) and continued in the same vein.

"I'd _rip_ that stupid little vest off you and pin you to the fucking wall and-"

Jet and Droy moved into action simultaneously. Taunts to their guild and clothing choices were one thing, but threats to Levy they couldn't, wouldn't tolerate. Levy screamed for them to stop, tried to catch them as they lunged forward, but they were far past the point of hearing.

Droy dropped a seed and Jet jumped onto the spot, and the sudden explosion of growth launched him forward faster than even his own speed could manage. Adding his own momentum to that of Droy's fast-growing Tangle plant, Jet shot into the air, propelled like a rocket before flipping downwards into a mighty kick, aimed straight at the Iron Dragon.

Gajeel was standing there grinning like it was the funniest circus show in the world, and he hadn't even moved an inch despite the murderous intent of the two mages bearing down upon him. Somehow, he made dismantling Jet and Droy's long-honed teamwork look easy as he raised a single arm at the oncoming Jet. He laughed once and to their surprise and horror, his entire arm morphed into a huge steel rod, which shot forward like a metal-tipped lightning bolt.

Jet, unable to stop his momentum, slammed headfirst into the oncoming rod and tumbled ungracefully to lie still and silent before Gajeel's steel-framed boots, down and out for the count.  
The Dragonslayer laughed, punting Jet's unconscious body into the air before dealing a clawed slash at his unprotected back to send him sprawling bonelessly into the dirt. He stepped easily onto the exposed joint of Jet's left elbow and slammed one steel heel into the fragile bones of his wrist. If Jet hadn't already been unconscious, he would have passed out as the bones gave underneath Gajeel's iron heel with an awful, audible crack.

Droy was screaming with rage as he flung a seed packet at Gajeel's feet, but the Dragonslayer just dodged it gracefully, flipping backwards easily and landing in a feline crouch to escape the oncoming wall of roots. What Gajeel_ didn't_ expect was the sudden fireball that exploded against the side of his face.

When the smoke cleared, Levy was standing in a defensive stance over Jet's unconscious body, pen in hand and ready to work another word into existence. Droy was patting Jet to make sure that he was still alive, and shot Gajeel a vicious, dirty look.

Gajeel remembered the girl shaking with fear and anger at his disrespect before, but he looked at her now and her eyes held only resolution. He grinned, cutting his eyes at her. Good, perfect to knock the spirit out of.

"You leave Jet alone, you monster!" Levy yelled angrily, and Gajeel just smirked, his arm transforming into a wicked, serrated blade.

"Sorry to disappoint you girl, but I'm no monster." His eyes lit up as he charged them, cackling with glee.

"I'm Gajeel, the Iron Dragon Slayer!"

* * *

Gajeel broke off his attack and surveyed his opponents, eyes sharp and calculating. The black-haired man was a little tougher than the speedy idiot, especially now that he and the girl knew about his Dragonslayer abilities. With her backing him, the powerful vines and brambles that the man sent his way kept Gajeel on his toes, forcing him to resort to long-range tactics, but with his battle-sharpened experience, he noted that every time the man attacked, it was only because he threw a seed packet. He could have laughed out loud, what an obvious and pathetic weakness!

He stopped his attack and crossed his arms across his chest, smirking at them. Droy and Levy fell back panting, grateful for a break in the fighting and Gajeel chuckled at their weariness. He'd barely broken a sweat from toying with them, but they were panting like they'd run a marathon, and they hadn't even managed to hit him!

"Is this all that Fairy Shit mages have to offer?" he sneered, spitting disdainfully at them. "How could anyone say that you're stronger than Phantom, when you weak little shits can't even land a single hit on me? Honestly, even I expected more of a challenge than this."

He grinned as the man bristled at his mocking tone. "Angry? Then come here and teach me a lesson, you piece of Fairy trash. Get over here and make me take back my words. Here, I'll even stand still for you, it's the only way you'd be able to hit me anyways!" Gajeel burst into laughter as he crooked a finger at Droy, inviting him to attack.

Unable to take Gajeel's taunting anymore, Droy lunged forwards, a packet already in his hands when suddenly, the ground underneath him churned and a countless number of iron pillars exploded outwards in all directions, turning the battlefield into a seething minefield of shining steel bars.

Unseen, the metal rods from Gajeel's boots had tunneled underground, catching both Levy and Droy unawares. One steel rod punched straight upwards, catching Droy across the chest and ripping apart his Live Coal packet containers. Pounded by the relentless attack, Droy gasped as he heard Levy scream. She was under attack too! Struggling to make his way out of the forest of steel, he screamed her name, reaching for his seeds. His hands landed on empty air, and then Gajeel was in front of him and Droy was only able to gasp with disbelief as Gajeel dangled the remnants of the Live Coal packets in his face, grinning hugely.

"I've got your stupid seeds, you pitiful little man!"

In a single, smooth movement, Gajeel brought both hands together over his head to form an iron club and sent Droy smashing into the ground like a comet with a single steel-driven blow. Droy lay still and unmoving after the crushing impact, and Gajeel crouched on one of the steel bars he'd made and tossed the tattered packets of seeds disdainfully onto Droy's battered body, spitting after it, his face a mask of derision.

And then it was only Levy.

She stood there, panting and battered but still ready to fight, arms held up defensively. She had taken a beating from the sprouting of the steel forest, and deep purple bruises bloomed like broken flowers across her pale skin, but she wasn't ready to give up quite yet. She _wouldn't_ go down without a fight, not when Jet and Droy had already hurt themselves trying to protect her. This time, she had to protect herself.

Gajeel hopped off the steel pillar and took a menacing step forward and she placed herself right in front of Droy, her eyes set and angry. He took a step to the right and she moved to face him, refusing to let him out of her line of sight. He grinned and started to circle her, his movements measured and purposeful, drawing out the weighty silence between them.

Levy was trembling, caught on a running, cocktail high of fear and exhaustion as the Iron Dragon circled her slowly, his eyes red and cunning in the low light. He was stalking her how a cat stalks a mouse, a shark closing in on the scent of blood in the water.

Predator, her dazzled mind supplied unhelpfully. Noun. 1. An organism that lives by preying on other organisms. that victimizes, plunders, or destroys, especially for one's own gain. Also see Kurogane Gajeel.

She wanted to giggle at her misplaced nerdiness, scream to break the tension, but she did neither. All she could do was _think_, and that wasn't helping because all she could think about was how perfectly he fit the description, a predator in every sense of the word, all gleaming steel scales, slitted red eyes, powerful arms that could crush her like a matchstick, and he was a _Dragonslayer!_

She thought of Natsu and his terrifying destructive power in close combat. It was treachery for even thinking it, but Iron Gajeel looked even stronger than Natsu, and _she's facing him all by herself_. At least when Jet and Droy were still fighting with her, she could tell herself that things were all right, because they fought their best as a team! But now…now it was just her, all alone with this huge, terrifying, dark man.

She tried not to think of his earlier leering comments but her legs threatened to give out underneath her, and she started to shake helplessly, long convulsive shudders of primal panic at the thick, prolonged tension between them as he stalked her leisurely, and she _knew_ that slitted red gaze took vicious pleasure in seeing her tremble with fear. He started to talk to her, and his voice was a low, scornful drawl, syllables sharp, sibilants drawn slowly through razor teeth. Even worse were the things he said.

"Only you now, isn't it, girly? Only you and me." He licked his lips slowly and she cringed, fear chilling her spine.

"You've got a witty little mind, don't you? A bright head on those shoulders? Maybe I should rip that pretty little face off and see how it works, hmm?" He stopped pacing abruptly and she threw her arms up defensively, but he just grinned and continued his slow, smooth pace, continued talking in that cruel purr. "It'd be so fucking easy, like breakin' a chopstick in half."

He held out one huge hand and the blunt fingers morphed into razor claws before her startled eyes and she gasped before remembering that she was supposed to be putting on a good game face, but she couldn't control the tremors that shuddered through her knees. Rust-red eyes caught hers, locking on to her every weakness and she was transfixed before him like a sparrow before a viper. Terror locked her bones and froze the blood in her veins to a leaden crawl. Her breath shortened to desperate little gasps.

_Oh god. She was going to die._

He came to a sharp, anticipatory halt, eyes still locked on hers, and unable to help herself, she flung a fireball text at him out of pure reflex. He caught it on one shining steel arm, knocking it aside like it was a ball of paper and then he was gone. Levy barely had time to gasp at the overwhelming rush of speed before she choked, doubling over as he appeared right in front of her to drive a vicious punch to her stomach that seemed to go straight through her. Bright colors of pain exploded like stars behind her eyelids as she fell backwards, and she squeezed her eyes shut, bringing both arms over her head to ward off the inevitable blow…but nothing else followed. Opening her eyes, she turned her head cautiously to see him standing a little distance away, grinning like a cat.

"What?" She asked, coughing and shaking with bewilderment. Why hadn't he taken the opportunity to finish her while she was down?

"Fight me, girl."

His voice was deceptively playful as he watched her with narrowed red eyes, and she picked herself up from the ground to face him, her breath coming in short gasps from the spreading pain in her stomach. She didn't even have time to blink as she was sent sprawling by a murderous uppercut. She bit her lip, trying not to cry as she got back up again, slowly, painfully.

This time, before he moved, her pen snapped into action, and she flung a multitude of _Burst _texts towards him, which he avoided easily. She was counting on that though, and she waited patiently, avoiding her instinct to run as he lunged towards her, waited until he darted into range of one of the _Burst_ texts lying on the ground before detonating it with a cry. She threw herself to the ground as the explosion shuddered through the clearing. She was panting with success and exertion as she stood up and tried to see through the smoke – had she managed to hit him?

"Oi."

The voice came from directly behind her, and Levy whirled, horror freezing her heart, knowing it would be too late, and then she was caught in a whirlwind of steel shrapnel that tore at her mercilessly, cutting her to shreds. When it was over, she was lying on the ground, broken and bleeding in a dozen different places and struggling to hold onto her consciousness as her vision blurred black at the edges, but it was so hard and why was she even trying? She cried out as his vicious kick to her side rolled her onto her back.

"Get up." He said flatly.

Levy lay on the ground, shaking and Gajeel snarled and drew his leg back in a kick that would have shattered her ribs if she hadn't rolled away at the last second, climbing to her feet with obvious effort. He retreated to sit several feet away and crooked his finger at her, grinning hugely, reveling in the drawn-out torture. He was so very fond of slow death.

All that Levy could do was gasp for air, broken gasps that sounded more like sobs. All her battle-fire had dimmed and winked out the moment she grasped the immense power difference between them, and now, the knowledge that he was just toying with her before finishing her off was too much. Although she stood in a battle stance, her eyes were dull with pain, and tremors of fear shuddered helplessly down her back and through her knees. Her teeth chattered and she tightened her jaw to try and still them, but it was useless. Her fear spoke volumes for her, and her will to fight was gone and they both knew it.

Gajeel's smile faded and he drew himself up abruptly with a derisive snort.

"Well shit, if that's the way it's gonna be…"

He held his arm out slowly, transfiguring it into a huge steel blade, and Levy followed the path of his outstretched arm to...Droy's body. He smirked, red eyes narrowing with pure killer's intent right as her own went huge with horror, and she screamed a word as his blade rocketed towards her unconscious friend, and the clearing was rocked with a huge explosion.

The smoke cleared slowly to reveal Gajeel crouched with one steel-scaled arm above his face, stopped dead in his tracks by the force of her makeshift bomb. Levy was standing in front of Droy, panting raggedly, her chin held up in a confrontational jut, hands still extended from throwing her word at the Iron Dragonslayer.

He had managed to block the worst of the explosion, but he was looking a bit worse for wear. Still, Levy didn't expect him to break into a huge, leering smile, eyes suddenly bright with vicious glee.

"Better." He breathed, looking her over in a way that made her want to shrink into herself, but she gathered her anger and yelled at him, defiant past her blood and fear.

"I won't let you hurt my friends!"

He chuckled at that and raised his arm again, but this time Levy was ready and she _knew _that he would be aiming at Jet, who was directly to her left. Before he could attack, she cut loose with her own counterstrike.

"Bomb!" She cried out again and the word materialized in the air, black and bulbous, with a 2-second wick as it spiraled towards the surprised Dragonslayer. Before her attack reached him, she was already moving again. Quick jabs of her arm produced the words _Fire, Bolt_ and _Bomb _in rapid-fire succession, and right as her first _Bomb_ text hit Gajeel with an impressive eruption of fire, she sent her explosive triplet of words whirling together towards him. She caught a glimpse of his face past the fire of her first explosion, and his startled glance met hers for a split second before she brought her arm down in a chopping motion and screamed her trigger word.

"IGNITE!"

The resulting detonation sent a rolling shock wave through the area as it impacted the Dragonslayer, creating a terrific pillar of fire that clawed its way towards the sky, hurling fireballs every which way as it blazed in a wild, crackling inferno.

Levy was thrown to the ground, but stumbling and quickly righting herself, she managed to drag Droy's heavy, unconscious body to where Jet lay. The long muscles of her legs and thighs quivered and twitched with fatigue as she strained to lever Droy closer to Jet, and when she swallowed, the metallic tang of blood oozed down her dry throat. She was completely spent, the stress of the physical, mental and magical exhaustion from the long battle taking their toll, and the prolonged fear that had weighed her limbs down since the beginning was starting to cloud her mind. She was on the brink of collapse and she knew it, but she still positioned herself before Jet and Droy, ready to defend against whatever walked out of the conflagration.

She _wasn't_ prepared for the Dragonslayer to walk out completely unharmed, encased in a shell of steel scales, a huge, shit-eating grin plastered on his face. She bit back a sob of disappointment and bobbled on her feet, her vision blurring with a wretched combination of tears and exhaustion. That had been one of her most powerful attacks, and it hadn't even scratched him? Was the gap between them that insurmountable?

He threw his head back and laughed, arms spread out to reveal clawed hands, gleaming with bright iron armor. Levy flinched as power rolled off him in waves, shrinking small in the backwash of his magical outburst. He finished and turned to face her, eyes bright and vicious.

"Look, girl, I underestimated you! I thought that you were as weak as your two fashion-challenged buddies there, but it seems like you have some spark in you after all!" He smirked, and she watched as the scales closed completely across his face so that he wore a mask of shining steel.

"I guess that means I don't need to go easy on you anymore, huh?"

He launched himself at her without a further word and she screamed, unprepared for the ferocity of his attack. His claws ripped out, snapping the center of her vest clean in half and she stumbled backwards, throwing both hands up in front of her face and crying out the first thing she could think of as those shining silver claws tore at her indiscriminately. Faster than her fatigue-dulled mind could think, her hands were already working and she threw a muscle-memory wall of _Fire_ around her, the word expanding into a roaring bonfire that encircled her, blocking her from his view.

It didn't even singe Gajeel, shielded as he was in his metal skin, but it did make him stop short in surprise, falling back to watch with narrowed eyes. He hadn't seen this type of magic before, but if this chick thought that a little bit of fire was going to stop him from attacking her, she was _so _wrong.

Levy stood in a half-crouch in the eye of her self-made firestorm, trying to catch her breath. She knew that her firewall was only a temporary respite from Gajeel's relentless attacks, and she racked her mind for a way out of this nightmare, but her thoughts seemed to ooze by, thick and slow like molasses. _Think, think, think!_ She didn't even have time to complete her thought as Gajeel burst through the flames with a roar, streamers of fire trailing behind him in the wake of his lunge.

Levy instantly dispersed the flame wall and hurled herself into a roll that took her outside the range of his attack, but Gajeel's reflexes were far better than hers, and before she found her feet again, he was on her, and his merciless blow to her temple sent her crashing headfirst into the ground.

As quickly as his whirlwind attack had started, it stopped and she rolled weakly onto her side, coughing and spitting out the blood that had gathered in her mouth where she had bit her tongue after impacting the ground. She sat up dizzily as the world spun crazily around her, expecting to be mowed down at any instant, but when she finally managed to focus her eyes on him, he was crouched a small distance away, his claws digging impatient furrows into the ground.

"Aren't you gonna fucking take me seriously?" he snarled at her, kneading the earth to rubble underneath his dragon's claws. Levy got up slowly, unsteadily and shook her head to clear it.

It was strange. She was wavering on her feet with hurt and exhaustion, but she was calm, calmer than she'd ever been in her entire life. Despite the death hovering so close to her in those ruthless iron claws, or maybe because of it, it suddenly dawned on her that she wasn't scared anymore. The knowledge surprised her, and she turned it over in her mind again and again, trying to think past the persistent drip-drip-drip of blood running down her face. Hmm. It was true. She wasn't scared anymore. Maybe it was because she knew she was going to die, but somehow, even that seemed okay right now. She brightened a bit. Perhaps it was the blood loss that was causing these inexplicable thoughts. Maybe he'd hit her in the head one too many times.

Her faltering heart hardened, and a fierce resolution buoyed her failing spirit as she looked at her two unconscious friends. They were depending on her to protect them, and if that meant being cut down by the Iron Dragonslayer, then so be it. She turned to face him, eyes sharp with her newfound determination.

"I _am_ taking you seriously. It's not my fault that you go around deliberately picking fights with people weaker than you. That's not nice, you know."

Her tone was so casual that she might have been talking about the weather, and it _infuriated_ him.

"You're right," he snarled. "It's not nice at all, but you know what? I'm not a nice person, so you better fuckin' get over it!" and he lunged forward and backhanded her viciously across the face, anything to wipe the sudden strength out of her eyes. She fell and then she got back up, and although there was a new bruise blooming purple across her cheek, he could tell that she wasn't fazed at all.

"I'll get over this," she said dreamily, "but will you?" and he froze for a second, eyes wide at the enormity of that statement before tearing forwards to crush one elbow into the pale, fragile skin of her belly. She grunted as the air was knocked out of her, gasped painfully as she was sent sprawling, but she rolled slowly onto her hands and knees and got back up, clutching her side, and she faced him again with those same fearless eyes. Despite all his bravado, despite the absolute, irrefutable knowledge that he was _stronger_ than her, Gajeel felt a chill of foreboding race down his spine. _What the fuck was happening?_

"Will you?" She asked again. "Will you get over what you've done? What you're doing?"

"Shut up!" He roared. His mercy did have limits, after all. He sent a barrage of steel pillars bursting in an uneven line through the ground towards her, but to his surprise, she was ready, rolling to one side, her pen already in hand as she worked another word into existence.

_Two can play at that game_, he thought, dodging her word easily and leaping off a nearby wall to gain momentum before rebounding towards her like a silver bullet. His kick to her side sent her flying. He wanted to laugh, but couldn't seem to bring himself to go through with it. This was too goddamn easy, she weighed practically nothing.

"This is starting to get boring," he murmured, striding over to her before she had a chance to get up again. She yelped in pain as he hauled her up by her hair and carelessly sliced off a strand before her dazzled eyes. Dragging her towards him, he hissed "Why don't you quit talking shit and scream instead?" She looked at him in silence, refusal written in the tight line of her jaw and he gritted his teeth and headbutted her, tossing her to the ground like the trash she was.

She fell with a cry, but she didn't scream and he felt a bizarre frenzy rising in his chest at her defiance. What kind of death wish did she have, talking back to him? He was _obviously_ stronger than her, so where the fuck was she getting the guts to cheek him from? He stared with baffled rage at the unconscious bodies of her two stooges. Not them. Then where?

He directed his growing anger back towards her as she got up slowly again. She was wavering on her feet, holding a hand to her new nosebleed, but her eyes were full of steely resolve. He couldn't stand it. He snarled once and then he was next to her in a flash, choking the life out of her with his silver hand.

"Scream," he murmured. "Beg for your life and I _might_ let you go." She choked and hacked, struggling in his iron grip, unable to touch the ground, he was that much taller than her.

"No," she managed to choke out, and he barely restrained himself from crushing her windpipe in surprise.

"Do you _want_ to die?" He asked, bewildered by her strange insolence in the face of death.

"I – wish you knew what you were doing," she wheezed, her grip on his fingers loosening as her eyes started to roll back. "I'm - sorry."

Gajeel stared at her in complete disbelief. _What_ had she just said? It was so utterly ridiculous that he laughed. He laughed so hard that he dropped her and sat down, tears of mirth streaming from his eyes.

"Girl, you're fucking crazy, you know that?" He asked, cackling, shoulders quaking with laughter. "_YOU'RE_ sorry for _ME_?"

She was coughing, holding her throat as she dragged herself back up to a sitting position.

"I am." She said, resolute despite her cracked voice, and his grin froze on his face. She straightened, irrepressible, facing him dead on, and there was a terrifying light of determination and retribution and confidence in her eyes that _should not be there_ after he'd just beaten the crap out of her. She continued, voice tremulous and unreliable, but eyes narrowed with complete conviction at her words.

"I'm sorry for you, because when Fairy Tail comes after you for what you did to us, there will be _nowhere_ in the world you can run or hide where you'll be safe. You chose the wrong Guild to attack, because you will _never_ defeat us, no matter what you do to me. I'm sorry that it had to happen this way."

His face turned ugly, and unable to restrain himself, he bounded forward and stiff-armed her in the head. Hard.

She dropped to the ground like a marionette with cut strings, and for a second he thought that he'd killed her and he was _glad_ because how fucking _DARE_ she say something like that to him, when _she _was the one who's so obviously weak as shit, her and her friends and her entire fucking _Guild_ and he should just _kill them all_ – and he snapped out of the red haze of his bloodlust, suddenly aware that his lips were peeled back in a hateful snarl, that he was reaching for her unconscious body with killer intent.

Right. He wasn't supposed to kill them. His lip curled into a spiteful grin.

But that didn't mean that he couldn't make 'em wish that they'd never been born.

* * *

Levy struggled slowly back into consciousness, aware of her head throbbing painfully with each laborious beat of her heart. Ouch. Ouch. Why did everything hurt so much? Where was she? Her bed seemed awfully hard and uncomfortable today. She opened her eyes blearily to see…trees? What? And then a monster's face blurred before hers and she gasped with fear, and strained against – she looked left and right in bewilderment – shackles?

She turned her head to see Gajeel, who was grinning hugely as he propped Jet's limp body against the tree and stapled him in place with thick steel bars. Fear flooded her as a sudden wave of memory crashed down over her muzzled mind and she remembered exactly what she'd been doing before she got here. Oh god help her. She jerked to her left and saw Droy, already trussed up in a similar manner on her other side, his head lolling limply across his chest. Her heart leapt to her throat until she saw the painstaking rise and fall of his chest, and if she'd been standing, her knees would have buckled with relief.

He was alive, and so was she. But why? She craned her neck to look again at the Iron Dragonslayer, who was cursing angrily as Jet's limp arm flopped ungracefully to one side, hindering his progress.

"Y-you…" She managed, her small voice cracking before disintegrating into hoarse coughs. Gajeel whipped around to face her, and his grin spread sharp and feral across his face.

"Oh. Rise and shine, Fairy doll."

She struggled instinctively against the steel shackles that bound her arms, but it was futile, and she stopped, panting with exertion. Her magic was long exhausted, and she wouldn't have been able to summon the barest scrap of a fire text to defend herself now, even if her hands were free. The scrape on her forehead had opened up again, and now it bled thinly in the shallow manner of scalp wounds, dripping slowly across her eye. She blinked rapidly to clear it, shook her head and was seized by a sudden bout of vertigo that left her silent and nauseous. Aha. A concussion.

Gajeel continued his work, clamping his iron manacles at key points along Jet's arms to make sure that he'd stay before stepping back to view his handiwork. Levy suddenly realized that they were a good twenty feet in the air, and that the soles of Gajeel's shoes had elongated into something resembling stilts to allow him to stand so high. She huffed the ghost of a laugh. It looked ridiculous. At the minute sound, Gajeel's head swiveled back to her and he smirked, extending his hand towards Jet and Droy's unconscious bodies in a mocking display of courtesy.

"Ya like?" He asked, grinning darkly, and Levy gritted her teeth as the color of anger mixed gradually with the baseline humming of her fear. He moved closer, and instinctively, she shrank back as he brought his face far too close to hers for comfort. He placed one hand next to her head, casually, letting the unspoken threat hang in the air, and Levy's anger shriveled small in the face of the raw power that thickened the air around him, making it difficult to breathe in his overwhelming presence.

He laughed darkly at her fear, tilting his head towards her, pinning her with his eyes. He was too close, too close, _way too close_, and she tried to jerk away from him, but the bump on the crown of her head collided with the rough bark behind her, and she groaned as pain exploded through her forehead in throbbing waves. _Oh yeah_, she thought dully, past the bright shrilling behind her eyelids. She was trapped.

He chuckled, a low, hearty sound, and she forced her eyes open to meet his scornful smile. His eyes were hooded with dark pleasure, and she felt her withered anger bloom back to life as she saw him taking pride in what he'd done to her. To them. Then he was speaking, his voice a lazy, dangerous whisper against her ear, and the banked fire of her anger grew and grew into a white-hot brilliance that scorched her heart, stoked her failing bravery back to life.

"Listen, girl. Fairy Tail is going to fall. That's just a fact. The sooner you get used to the idea, the less it'll sting later when you're collecting the broken pieces of your Guild mates off the ground." He smirked and nonchalantly punched a thick steel nail into one of the iron fetters that bound her.

She didn't flinch, and he continued talking, contempt bleeding into his voice.

"That stupid Heartfilia bitch. If she'd known what was good for her, she wouldn't have joined you Fairy shits in the first place. Whatever. She's getting what's coming to her."

Levy's head jerked up suddenly and she turned to meet Gajeel's eyes squarely, and he twitched in surprise because it was like her fear had suddenly evaporated. There was no hint of fear in those eyes.

"Lucy? _Our_ Lucy? She's Lucy Heartfilia? Of Heartfilia Rail?" Levy shook her head decisively. "It doesn't matter. She's a member of Fairy Tail. _What are you planning to do to her?_" The last line was thundered at him with a ferocious air of command that had him completely baffled.

"What the hell do you care?" He snarled, moving away from her because those brown eyes were snapping with something like fury and even though she was bound up in his steel fetters like a sacrifice waiting to happen, there was something dangerous about her that he couldn't pinpoint that made him step back uneasily. She shook her head at him, blinking away the blood that dripped across one eyelid, and he was taken aback by her sharp retort.

"You leave her alone if you know what's good for you."

_She's goddamn fearless_, he thought, astonished, as he backhanded her across the face. So maybe, _maybe_ he was just a bit surprised, because _nobody_ had ever stood up to him like this before.

"You shut your goddamned mouth, if you know what's good for you," he sneered at her in return as she spat blood out the side of her mouth. It was time to finish this. He took out a small pot of paint and drew his fist back, and she winced and turned her head, but he paused, a slow smile spreading across his face.

"Heh. On second thought, I want you awake for this."

He sank his fingers into her hair, forcing her head downwards and grinning at her short cry of pain. With his other hand, he dipped his thumb into the thick black paint and drew it in front of her eyes with a leer. She watched in startled incomprehension, and then he reached out, spread his fingers across her ribs and drew his thumb in a slow sweep below her breasts to create Phantom's trademark horns. Then all the bravado fell straight away from her eyes as she realized what he was doing, and she made a helpless sound of fear and rage and struggled uselessly in his iron grip. He smiled, his eyes hooded and dark, before fisting his fingers tight into her hair and giving her a warning shake.

"Stop it. You keep doing that and I'll snap your neck. It'd be a hell of a lot easier to do this on a corpse anyways."

She stopped moving, but her eyes were huge with mute disbelief as he forced her to watch him brand her body with Phantom's mark. She flinched away from his fingers instinctively every time he came close, and he grinned at the goosebumps that rippled across her arms in waves with each stroke of his thumb.

"W-Why are you doing this?" She asked finally, and he wanted to chuckle at the fear that had crept into her voice.

"Just in case your dipshit Guild Master doesn't know who did this," he replied cheerily, finishing off Phantom's swirling tail with the black ink. "I'm leavin' him a calling card, see? In case his senile old mind doesn't understand the message I left for him earlier."

"Y-you destroyed our Guild," she said, her thin voice tightening with anger, and he looked up, meeting her eyes with a harsh smirk.

"Yeah. I did. That was me. So what?"

"Why?" She asked again, and he drew away, surveying his work. Messy, but recognizable. Whatever. He wasn't chosen for this job because of his goddamn art skills anyways. As for the why…he leaned forward, caught her chin and tilted it up to face him, squeezing her face roughly, leaving inky fingerprints smudged along her jaw. She jerked her head back, indignation flashing across her face, but he grinned a razor smile at her, and it faded back into fear.

"You wanna know why, Fairy girl?" He asked, cocking his head at her. She was silent, but he continued anyways.

"The answer is _War_. I want _war_ with your fucking pansy-ass Guild. I'm gonna destroy them so thoroughly that even the _idea_ that Fairy Tail could be stronger than Phantom will be a ghost when I'm done. I don't even give a shit about the Heartfilia girl. Gettin' her in the deal is just a big fuckin' bonus. All I want to do is spill some Fairy blood, Salamander and Titania and all the others be damned. Just like this."

He dragged his thumb through the blood that trickled slowly from the cut above her eye and brought it to his lips, smiling hugely at her horrorstruck expression as he licked it clean off. She rallied, gathering her indignation and settling it over her stricken features, but he could see her shaking, long tremors that rattled through her bones. She was scared of him, and that was the way that things should be. He grinned at her and turned to leave, but her small voice arrested him in his tracks.

"You'll never beat us, you know. Not like that."

He turned in disbelief to look at her again. She's still trembling, and she's still scared, but that doesn't stop her from talking back to him. A thought flashed for a second through his mind - _Unbreakable. She's fucking unbreakable_ - and he dismissed it instantly, shakily because how the fuck is she unbreakable when she's so obviously small and fragile? He'll break her just to show himself how easily it can be done.

He whirled around and smashed his fist into the tree a millimeter away from her head. She flinched away, but it was like she was taking courage from how close she was to death, because she didn't stop talking, and it startled him, this big voice and attitude coming from such a small body.

"You'll never beat Fairy Tail all by yourself like that." she said, lifting her head proudly to meet his eyes and again, he was bewildered by how quickly she could make the transition between fear and courage. Her jaw tightened with resolute anger as she stared him down, and her next line had a vein of anger pulsing next to his eye.

"Together, we're too strong for you, and Natsu is ten times the Dragonslayer that you will _ever_ be."

He punched her.

She cried out and fell limp against the shackles, but then she turned back to face him with a new bruise blooming across her cheekbone and it really was starting to scare him a bit, how goddamn _fearless_ she was as she spoke again, her voice thready and wheezing between heavy, painful gasps.

"You'll never defeat us. Never."

He gritted his teeth as rage started to stain his vision again, because he wanted to _hurt_ her, to carry through with his threat and snap her stupid little neck and leave her shattered corpse out for everyone to see, but it would be a goddamn insult to Metallicana's memory, to let the last words of this pathetic little scrap of a girl wedge themselves under his iron skin and irritate enough to incite him to violence, and he had more self-control than that. Still, she really was testing the limits of his patience and what he wanted right now was for her to _shut the hell up_.

He reached out to throttle her into silence, but before he touched her, she _looked_ at him, and he froze because the sincerity in those eyes couldn't be faked.

"I'm sorry, Gajeel-san. I...I hope that eventually you can forgive yourself."

"Just shut the fuck up," he snarled. He'd never given a shit about the last words of his victims before, and now was not the time to start.

He pressed down on the delicate column of her throat, feeling her thready pulse beat too-fast under his fingertips and held down grimly, trying to ignore her desperate gasps, held on until her eyes rolled back into her head and her body collapsed limp against his iron manacles. Only then did he step back and look down at his fingers, smeared dark with black ink and her blood. He looked back back at her unconscious body, and for the first time in a long time, he felt ashamed of what he'd done. There was no glory in beating up helpless girls and underlings, and now he just felt _dirty_. He wiped his hand off on his jacket and told himself he was being ridiculous. He'd killed chicks before, and it hadn't bothered him then, and it didn't bother him now.

He leapt down from his high perch and stalked away to report back to Master Jose, but he couldn't resist shooting one last troubled glance backwards back at the three tattered mages he'd pinned to the tree. He would never admit it, but in the end, he couldn't help but feel like he'd won the battle but lost the war.

* * *

After Team Shadow Gear had been taken down from their shameful public crucifixion, they were immediately rushed the Magnolia General Hospital for treatment. The Head Matron was more than familiar with the trio, having patched them up repeatedly since they were small children getting into scrapes and bruises with the rest of the Fairy Tail gang. Now, she bustled towards the room sectioned off for the three mages with a hefty armful of clean towels and bandages.

She had been utterly horrified at the condition they'd been in when they were first wheeled into the emergency room, but she had quickly buried her dismay under her many years of medical experience, jumping into action and barking orders at the veritable army of nurses under her command to get the three battered mages stabilized. Now the three of them lay unconscious in their respective beds, curtains drawn around them for privacy, with only the monotonous beep of monitors to accompany them. All the rest of Fairy Tail was up in arms against the Guild responsible for this, and great explosions of magic lit up the shoreline near the Guild Hall. The rest of the town seemed to disregard them, or write it off as Fairy Tail's usual lunacy. The Matron frowned harshly as she rounded the corner to Team Shadow Gear's room. She knew better.

To her surprise, Levy was awake and sitting up, legs dangling over the side of the bed. She was staring blankly down at her bandaged hands, and she seemed slightly lost. The Matron set down her armful of wrappings and towels and walked over carefully to take a seat next to the small girl. Levy looked up dully at her approach, but didn't move otherwise. She was still grimy, since only the main areas of injury had been cleaned and bandaged, and traces of the battle were still visible as smears of ink and dust and dried blood that stained her bruised skin and dirtied her hair.

"Levy, dear, would you like to shower?" the Matron asked kindly, putting one arm gently around the slender girl's shoulders. Levy nodded blankly and the Matron took her hand and guided her gently to the women's showers, whisking off her hospital gown and ushering her in. Despite all her experience, the weathered nurse had to put on a brave face to cover her turmoil as she saw the maze of bruises and scrapes that crisscrossed Levy's battered body, and silently the Matron swore to herself that if she ever got her hands on the character who did this to Levy, ooh, she would make them _pay_.

* * *

Levy sighed gratefully and leaned into the spray of hot water, sniffling softly as the trauma of what had happened finally caught up to her. The last thing she remembered was the flash of cruel red eyes as she faded into black, and after that, it had been the sharp smell of antiseptic and ointment over the vague shouts of hospital personnel. She closed her eyes and let the steady stream of water pelt her face, washing the worst of the dirt away, but water couldn't wash away the pain of the bruises that spread darkly across her cheekbone and brow, couldn't wash away Kurogane Gajeel's cruel words as they floated through the tangled jumble of her thoughts to taunt her. Her fingers curled into a fist against the wall.

_Useless._

Looking down, she jolted as she saw the remnants of Phantom Lord's guild mark still on her stomach, the ink smudging darkly as the water ran down and through the brand. Suddenly it became extremely important that she get the mark off and panting with sudden, irrational fear, she grabbed a sponge and scrubbed and scrubbed until her skin was raw and red. She only stopped when she realized that she had given herself a friction wound, and she watched, horrified as the barest trickle of blood oozed from the new scrape. It was the last straw. She dissolved abruptly into tears, covering her face and slipping down the smooth tiled wall of the shower to sit on the floor, deep hitching sobs escaping her as the water drummed her bedraggled hair into limp streamers across her face.

Outside in Shadow Gear's hospital room, the Matron had just finished running a series of routine diagnostic tests on Jet and Droy, who were still sleeping fitfully. Checking the clock on the wall, she looked worriedly in the direction of the showers. It had already been a good half-hour and Levy still hadn't come out. Concerned, she popped her head into the women's restroom and knocked quickly on the frosted glass door of the still-running shower. When there was no response, she cracked the door open cautiously and finally saw Levy, curled in a miserable, weeping heap in the corner.

"Ohhh, oh Levy dear...there, there, it will be all right." She comforted, turning the water off and bustling forward to wrap the sniffling girl in a dry, fluffy towel.

"Jet...Droy," Levy managed between deep sobs.

"They're all right, and you will be too! Once we get you cleaned up, that is!" The Matron replied cheerfully, leading her out by the hand like she was a small child and herding her gently back into her room, placing a dry towel underneath her as she sat Levy on the edge of her hospital bed.

The Matron sat next to her and hugged her gently, as she had done for all her hurts as a small child. She had seen the troublemaker trio of Levy, Jet and Droy plenty of times over her long career as a nurse, and Levy had always given her the same, sunny smile despite being scolded, while Jet and Droy cowered behind her and looked up at her with guilty faces. She was a brave girl even then, fighting back her tears despite whatever scrape she had gotten into, and she was always the girl to count on for a smile, but now, that sunny nature had been tainted by darkness, and Levy's slender shoulders shook with sobs under her arm, and the Matron's lip trembled.

_Levy, of all people didn't deserve this_, she thought, gently gathering Levy's sodden hair away from her face. She wasn't one to condone violence, but right now, she hoped that Fairy Tail was taking its revenge tenfold on whoever had done this to her. In the meantime, she would do her best to see Levy back to her normal cheerful self so that she could greet her friends at the end of their long battle with her trademark smile.

"It will be all right," she shushed soothingly, smoothing back Levy's wet, dripping hair and gathering it into another dry towel.

"It will be all right."

* * *

END CHAPTER 1

EDIT - I'm combining chapter 1 and 2 because I'm an indecisive person and why the heck did I even make them 2 separate chapters because they work so much better together?

**A/N **– Yes Gajeel is kinda being a scumbag. No he is not being "too mean." Yes I meant for him to be that way, because when he was with Phantom Lord, Gajeel was a sadistic bastard who took joy in other people's pain, primarily if he was the one causing it. I think most people tend to forget that. Little things like how he basically kidnapped Lucy and kicked her like a dog to make sure she was alive.

With all the fluff in the way, it's sometimes hard to see that he was an enormously smug, arrogant douchebag sort of guy when we first met him. The whole point of this chapter was to have Levy actually doing some fighting, and also to emphasize evil!Gajeel. He really was very cruel before he joined FT, and I can see how Natsu & co. were so infuriated/suspicious of him when he first joined, because he seems like the type who would mock someone weaker than him just for the fun of it. I can see battles with him being as much psychological warfare as physical.

The real question is how the hell do you forgive someone for doing something like that to you? The psychological scars don't just go away, after all.

Also. FINALLY! My first multi-chapter fic makes its ponderous way off the ground! I'm so excited and scared gah!


	2. Godforsaken

**Godforsaken**

After Phantom was disbanded, Gajeel wandered.

He was a loose cannon, with nothing to fight for and his entire world turned upside down by his defeat, and he drifted aimlessly with nowhere to go and nothing to do. He tried to find Phantom's branch houses, scattered in small towns nearby, but he was equal parts infuriated and baffled after the fourth branch house he visited was in the same state as the three before, empty wrecks of broken furniture and shuttered windows.

_They __were __all __gone_, he realized dizzily after his fifth search turned up the same results. Someone had systematically gone after every Phantom branch and taken them out, and now with their Master gone and their official Guild status retracted by the Magic Council itself, there was no incentive to repair the branch houses. He was hit with a sudden, awful revelation.

He was truly, utterly alone.

He wouldn't go so far as to call the dump of the Phantom Guild Hall a home, but it had been the closest thing to a place he could reliably return to, with people he could tolerate occasionally. Now, he had nothing to think about except how the Guild he'd spent years and years of his life with was taken apart in a few _days _by those ridiculous, friendship-toting, frolicking Fairy Tail mages. He gritted his teeth and sank a fist into the sagging doorframe of the deserted building in a cacophony of splintering wood. It felt so good that he did it again, and again and again, and when he finally surfaced from the haze of fury that had descended over his mind, he was the eye of a self-made cyclone of destruction that was all that remained of the branch building.

He looked at his fist, shaking slightly from the combination of anger and adrenaline that still burned through his veins, and snarled at the unfamiliar sight of skinned knuckles and the slow upwell of blood that had smeared thick and red across the back of his hand. A few days into his defeat and he was already getting soft. Any other time, his steel scales would have instinctively protected him from any physical damage, but now…

Now he gathered the remnants of anything useful to him and fled, leaving only ruins behind.

* * *

The money he had on reserve dwindled steadily, spent on bare necessities like food and shelter, and soon he was prowling the streets, wondering where the hell he was going to stay when he didn't even have enough to afford the cheap, squalid hotels in the seedy little towns he was forced to stay at now. People turned away from him on sight, his appearance alone enough to cause them to hastily cross the street and avert their eyes. A few paused, hesitant before asking if he needed help. He gritted his teeth and ignored them. It was the principle of the matter.

With no one to take him in and Gajeel wanting nothing to do with the world, he wandered until he reached a ghost town near the desert provinces of Rodempka. He frowned darkly, taking in the empty streets and run-down buildings that were the only remnants of the flourishing bazaar that had been here mere years ago. He walked the empty streets until the cool tang of metal caught his nose, and he drifted towards it, drawn. His mouth set into a grim line as he came upon the scrap-metal dump, but he threw his bag down on the ground and started taking his few possessions out. He told himself that he was just doing this to get stronger so he could defeat Salamander, but he looked at the rust-covered pipes and flimsy sheet metal and the lie was so paper-thin that even _he_ could see right through it. Still, he crammed the first thing he saw into his mouth and relaxed blankly at the taste of the cheap steel. It was _something_, and something was better than nothing. Plus, now he didn't have to pay for food _or_ lodging. He overlooked the fact that he was essentially homeless, reminding himself that he was doing this out of choice, not necessity.

The daily meals of cheap metal didn't take away from the fact that all he was left with in the wake of his defeat was his anger and guilt. They alternated within him, warring with each other and leaving him exhausted in the wake of the emotional battlefield. _I __attacked __Fairy __Tail __and __all __I __got __was __this __lousy __sense __of __guilt __and __self-justice_, he thought, and nearly laughed. Oh how far he'd fallen.

On bad days, he would get up and pace, rage churning in sick waves through his stomach, making his heart race. He'd stalk like a panther trapped in a too-small iron cage, pacing close and fast against a row of invisible bars, lines of anger tightening his shoulders into tense knots, his body on autopilot while his thoughts turned to play out his loss at Salamander's fists on endless repeat. He would circle about, wheeling in sharp, predictable turns as his anger ate him up from the inside, so that when he finally came to his senses at the end of his mental defeat, he'd worn a trail into the loose dirt of the junkyard, like the telltale track of some elusive predator.

_Weak! __They __were __all __weak!_ Resentment hummed like electricity through his veins, made him lash out in fitful bursts of spite as he shadowboxed against invisible enemies, spearing rusted pipes through with unnecessary force and tearing through thin sheets of metal with violent swipes of his silver claws. How _dare _a Guild as weak as Fairy Tail be the cause of his defeat? He owed no special allegiance to Phantom, didn't chain himself to any foolish ideals of Guild pride or solidarity, but it _killed_ him that _Fairy __Tail_, of all Guilds, had to be the one to knock them down. To knock _him _down, he acknowledged with an earsplitting roar as he crushed the savaged remnants of a practice dummy into the ground. Even more than his anger though, he was left with a resounding sense of guilt that haunted his every move, dogged his thoughts like a shadow he couldn't shake.

Metalicana hadn't been one to really give a shit about things like table manners, or interpersonal communication, or societal standards. These were things that Gajeel had picked up by himself, and chosen to ignore because they didn't fit with his experience of how the world worked. But then again, the world wasn't powered by friendship and sunshine and rainbows, but somehow, those Fairy Tail dipshits had managed to make it so. And it had worked for them. Somehow. Now he didn't know _what_ to think anymore. He knew there were things you did and didn't do to girls, and beating on them mercilessly was one of the more definite _don'ts_, but he was more interested in the glorious swirl of his unrestrained power as he cut loose, the fear in his opponents' eyes as they realized he wouldn't go easy on them because of something as stupid as gender difference, and he _enjoyed_ making people hurt when they got in his way. But now…Now he shook his head and wondered just how the hell his world and his ideals had been so thoroughly uprooted.

He'd never encountered chicks like those Fairy Tail girls, and it had shaken him down to his core. The Heartfilia girl, with her plucky defiance and unshakeable faith, despite the scorn he'd heaped on her and the thorough defeat she'd suffered at his hands. He scowled viciously because he shouldn't be thinking about his enemies and feeling regretful, but he winced anyways as he recalled his vicious kick to her side. It was sure to leave a bruise.

Then his thoughts turned to bruises spreading purple across slender cheekbones and blue hair falling disheveled over sharp brown eyes and his jaw went stiff with a sudden, visceral, _indescribable_ emotion and he instantly stuffed a thick iron pipe that was _way_ too large to take on comfortably into his mouth and set about chewing it far too vigorously for his own good. A jagged edge cut the roof of his mouth and he cursed through the bulky mouthful and spat out the pulped metal shards, reached his thumb into his mouth and drew it out smeared with a thin layer of watery blood. He stared at it, haunted, and then swallowed tightly, face blank as the distinct, metallic taste of blood slid thick and oily down his throat. Mechanically, he reached down for another thick pipe and crammed it into his mouth, chewing monotonously past the pain, trying to blank his mind and let the sharp, shrilling protest of the irritated cut take his mind off things, but that night his uneasy dreams were shot through with steel and fire and bloodstained blue hair splayed loose and drifting across the ground.

* * *

After the first few weeks, he acknowledged it, a concession made in one of his weaker moments that he strove to forget ever afterward.

_He __was __lonely_.

Far lonelier than he'd care to admit, and there were only so many times he could demolish the steel Natsu-dummies he made before he had to stop, panting with exhaustion and rage. His daytime routine consisted of doing anything he could to keep his mind off things, which usually meant training, so he did sit-ups and push-ups until his muscles strained with weariness, pushed himself to run and stretch and fight until his entire body protested at the lactic-acid burn of muscle fatigue. Despite all his efforts, at night when he lay bone-weary with exhaustion from his forced physical regime, he was inevitably unable to fall asleep as all the thoughts he'd tried to push away during the day surfaced slowly, slipping easily through the chinks in his mental armor to torment him.

Igneel's brat had been able to crush him, despite his defensive advantage over the idiot dragon's flames…did that mean that everything he'd trained and fought for until now was meaningless if he was so easily defeated? He was a sick bastard who enjoyed inflicting pain on others and he deserved whatever was coming to him because karma was a bitch and there was no way that he wouldn't pay for what he'd done. He closed his eyes and rolled over to press his face to the ground as the darkest sore of all opened up.

_Metalicana had left him._

No matter what kind of optimistic blather Salamander had spouted about his precious Igneel, Gajeel _knew_. He knew that Metalicana wouldn't have just…left. There was no way in hell that selfish-ass dragon would have done anything that wasn't on his time or agenda. He ignored the hopeful spark that had twitched to life in his chest at the possibility and put a hand over his face to try and sleep away the pain, telling himself that he was being a sentimental idiot and that it was his entire goddamn _body_ that was aching, not his black, shriveled heart.

Word travels that Kurogane Gajeel had no master, and like flies to honey, all the headhunters of the various minor dark guilds drew close to him, attracted by the stench of his raw, undirected power. He ignored them all, and sent the persistent ones packing by force because did they really think that a dragon could be owned or tamed?

It wasn't until a dark man who reeked of power and influence dropped by his scrap-metal heap and offered him revenge and absolution that he started paying attention. Ivan was seduction and charisma and power in his swirling black robes, and his ravens trailed after him like tattered scraps of cloth as he extended one long hand. Gajeel looked at the proferred hand and thought of power and blood and bright blue hair and turned his head away, but as Ivan turned to leave, Gajeel called out after him, voice rusty with disuse.

"I'll think about it," he muttered grudgingly, and to his horror, he actually found himself entertaining the idea. Ivan smiled, a smug, triumphant smile and nodded once. He snapped his fingers and a paper shikigami fluttered into existence, drifting towards Gajeel, who caught it gingerly between thumb and forefinger.

"When you're ready, you use that shikigami to contact me. I'll be seeing you soon then, Gajeel-chan," Ivan called back, singsong, before disappearing on the spot in a fluttering swirl of paper.

Gajeel shuddered with disgust and went to train.

* * *

Days passed and he agonized. With no money and nowhere to go, the promise of power and revenge was so terribly tempting, but no matter how he tried to think his way through it, he couldn't actually go through with it. Every time he thought about picking up the paper doll, his thoughts would turn to kneeling on bended knee before another heartless man, reduced again to a pawn, albeit a powerful one, and forced to pull dirty missions like – and his throat would lock up and he'd storm away to train, but at night, the guilt would inevitably creep back. It trapped him, held him so that he was unable to move forward without resolving it, but how the fuck could he resolve it when he knew he wouldn't be forgiven?

Even more than the corrosive mix of guilt and anger that ate at his heart was the terrible, resigned understanding that all Ivan offered was empty vindication. He was a false messiah whose half-promises and whispered lies were as thin as the paper slaves he created, clever words painted over with a shiny, polished veneer _just_ thick enough to mask the servitude that the shikigami stood for. Still, with every passing day, as he grew more and more uncertain, those words bloomed into poisonous slivers of influence that sank their roots into Gajeel's wavering heart, and he _hated_ it, hated having to even consider this last-resort chance of acceptance, hated that Fairy Tail had forced him into this position in the first place.

On the fifth day, he decided, to hell with it, he'd just do it. He reached for the paper doll and…swerved to the right a few inches, fingers landing on a thick iron axle. He'd do it right after he finished this meal, that was. He was hungry, goddammit and this wasn't a decision to be made on an empty stomach. He turned away from the scrap of paper to try and pretend that he _wasn't_ scared shitless of handing his life over to a stranger again, that he _wasn't_ indecisive as hell, and as he took a petulant bite out of the rusted iron bar and slouched down aimlessly at the top of his steel tower, he was jolted sharply out of his thoughts by a sudden cheerful greeting.

"Yo! You up there! Is iron really that tasty?"

He turned and caught a flicker of movement low in the corner of his eye that resolved itself into the telltale shape of a fur-trimmed cloak and a familiar white mustache. Her words whisped across his mind, fire and guilt and remorse - _No __matter __where __you __run_… - and the blood drained straight out of his face as he saw who it was. Silently in his mind, he resigned himself to death because here was the old man himself, come to take his revenge, just like that chick promised.

_God__damn__it_, he thought wearily. Of all the ways to go out, he hadn't expected this, but he _should _have, and it stung.

What he _didn't_ expect was for the old man to clamber up the uneven tower of steel and wave a hand in obvious greeting at him. He knew that Makarov could crush him like a fly if he wanted to, and after what he'd done to those Fairies, he couldn't claim not to deserve it, but the old guy looked more like he was here to sit down have some tea than take his bloody revenge, and for the life of him, he couldn't figure out why.

"Juvia entered the Guild yesterday," Makarov continued conversationally, seating himself next to Gajeel, and Gajeel inched away, bristling.

"What the hell was that stupid woman thinking?" He snarled, more for his own benefit than the old man's. Makarov just nodded jovially, brushing an invisible speck of dust off of his Guild Master's cloak.

"She was really worried about you too," he said, and Gajeel snorted at that bit of nonsense as his thoughts abruptly turned sour. Where the hell had she been all this time if she was so worried then, huh?

"You know…there's no need to enter that darkness," the old man said, glancing casually at the paper shikigami placed close by Gajeel's hand, and Gajeel jumped. _How __did-?_ Makarov's stern eyes flickered back up to meet Gajeel's, and despite himself, Gajeel found himself sweating, barely able to hold that serious gaze. Then the old man smiled at him, a wry, real smile and his next words forced the breath straight out of Gajeel.

"So how about it, will you come join our Guild?"

Gajeel surged to his feet, a rush of conflicting emotions whirling to life within him as he roared his response, rage and defiance and fear forcing the words out of him.

"Don't you fuck with me, old man! How the hell can you honestly be asking me that? Why the fuck do you think I'd want to join your shitty little Guild anyways?"

His chest was heaving with a combination of anger and disbelief as he stared at the aging Guild Master. He should have left. Should've stormed away that very instant despite the death hanging over his head. He should have.

But he didn't.

Instead, he faced the old man, throat tight with a million other things he wanted to shout, but he forced them all back, swallowing his profanity and half-hopes and bottling it into a tight, bitter ball next to his heart. Makarov seemed to actually be thinking about his question, and Gajeel wanted nothing more than for the stupid old man to take back his equally-stupid offer, to do _anything_ except stand there and ignite this irrational, shameful hope within him, only to snatch it away again the moment it mattered.

_He wouldn't be hurt again._

Then the old man looked up at him again and spoke, voice grave and deliberate. "There are those in this world who like being alone, but there isn't a single person in the world who can bear being lonely."

Gajeel gaped shamelessly as the old man's simple words cut straight into him, tearing right through his iron façade to rip into his bleeding heart. His lip wobbled shamefully and he jerked his head away to compose himself.

"I destroyed your guild," he finally managed. Why was he looking for excuses out of this? Oh yeah, he didn't want this. He _didn't_.

Cheerfully, calmly, "I don't care about that anymore."

The words struck him like stones and he closed his eyes and gritted his teeth, setting his mouth into a tight line before speaking again as guilt twisted wretchedly in his gut. _This __was __it. __This __was __the __deal-breaker._

"I…I hurt your Guild members…"

Power swirled threateningly at his back, lifting his hair, and an instinctive shiver rolled through him at the unnecessary reminder of the holy-level power contained in the old man's unassuming form. He flinched instinctively as the Master's voice rang out behind him like divine judgment, with the implacable finality of a death knell.

"You hurt them. And whatever happens, I will _never_ forgive you for that."

Gajeel closed his eyes and waited for the inevitable blow, but then the terrifying surge of magic died down and despite himself, despite all the resentment that had built up during his self-imposed exile, he found himself trembling as he forced himself to keep his back turned, hoping traitorously, helplessly for a _but_, hoping for _anything_ that meant that he wasn't as far gone as he thought he was. And just like that, because he knew that fairies were idiotic and trusting to a fault and because the old man was honestly as good as the rumors made him out to be, Makarov threw him his rope.

"But…if I stood by and watched a young man fall into darkness, I probably wouldn't be able to forgive myself even more."

He was shaking. Despite himself, he turned to look because there was no way that this could be real, no way in hell that he was actually considering this. Makarov met his guilty glance with a stern look before extending his hand, and Gajeel stared at the outstretched fingers, baffled, confusion and desperation and treacherous hope swirling in his chest.

"I'm not saving you," Makarov said bluntly. "This is simply a path to tomorrow."

Unlike Ivan, there were no half-promises, no whispered contracts of false hope and dark binding. Gajeel looked again into the old man's eyes and saw only honesty as he continued to speak, hand still outstretched.

"Whether you stop dead right now or keep moving…it's your choice."

Gajeel jolted with surprise at the last word. _Choice._ That was what Makarov was really offering him. Ivan didn't give options. He gave ultimatums, and honestly, he was tired of living under someone else's thumb, forced to live his life according to their whims. He shut his mouth to stop the minute chattering of his teeth as a growing resolve started to warm his heart. For once, just this once, he wanted to make his own damn decisions.

_What __the __hell __do __I __have __to __lose_, he thought, and trembling, he finally reached out to accept that hand of friendship and allowed the old man to pull him forward into a new future.

* * *

**A/N** – Gajeel really owes Makarov a big one for offering him this chance to redeem himself. The old man is a good guy. Also urgh I didn't like having to use word-for-word dialogue from the scanlations here but felt it was necessary.


	3. Fainthearted

**Fainthearted  
**

* * *

After the Phantom Lord attack, it took a while before Fairy Tail could settle back into its regular working state, what with the interrogation by the Magic Council and the huge matter of their destroyed Guild. Since the Guild Hall was totally wrecked, there was no way to take any job requests, so Master called a temporary suspension of jobs, making their first priority getting the building fixed. With that, every mage pitched in to build their new Guild bigger and better than ever!

In the midst of this hopeful atmosphere, Team Shadow Gear recuperated quickly with the sympathy and attention of their Guildmates. Sure, sometimes people lowered their voices around them as if talking loudly would re-open their injuries, and even Elfman held himself back, squeezing his voice low into an overly-dramatic stage whisper, patting Jet and Droy gingerly on the backs instead of the open-palmed, overenthusiastic backslaps and roars he usually gave them upon greeting. Shadow Gear's boys were, of course, completely and totally offended at being handled with kid gloves, and eagerly took the opportunity to put the smackdown on their Guildmates, taking advantage of their pulled punches during the requisite (unstoppable) squabbles that broke out even as the new Guild took shape around them.

It didn't take too long for Fairy Tail to withdraw the privilege they'd given the boys and soon things were back to their rollicking ways as Alzack beaned Jet a good one right on the nose with a long plank of wood, Jet giving just as good as he got, yelling and laying about with his wooden crutch, knocking Nab unconscious with an ill-timed swipe. Lucy and Laki Olietta gave the brawling dogpile of boys a hugely disapproving glower as they demolished the fragile wooden scaffold that was the start of the new bar. Laki rolled her eyes and murmured a Wood-Make spell to recreate the scaffold while Lucy stomped over to the boys and started scolding them. She was unceremoniously swept into the roiling ball of limbs and fists and soon her furious screams joined Wakaba and Macao's raucous laughter. Things were slowly returning to a Fairy-Tail state of normal.

Except for Levy.

In the wake of the Guild's sympathy, she drifted, aimless. For the most part, she managed to keep up her good cheer as she recovered, clamoring to help out with the massive repairs that the Guild was undergoing. Mirajane gently overrode Levy's protests that she was fine now and she could work, really! and firmly insisted that she wait a bit longer and recuperate before taking on such heavy work. Levy acquiesced, pouting, but during the downtime, she sat and picked at her food, mouthing it down absentmindedly, lost in her own thoughts. Past her irrepressible cheer, there was a darkness that hadn't been there before, for all that it didn't show on her sweet face when she smiled.

Most days, she stayed close to Lucy when Jet and Droy weren't around, keeping up a cheerful banter with her best friend, the talk and laughter bringing her back to normalcy. Sometimes Jet and Droy would limp past and she'd smile and joke with them until Mirajane caught up with them and gave them a right scolding for moving around like that, didn't they see they were still injured! Levy would giggle behind her hand at their crestfallen expressions as they tried their best to creep away, but Mira wasn't having any of it, and shepherded them firmly back to a spot where she could keep an eye on them, only for them to escape at the first distraction.

Things _felt _normal, but at the most unexpected times, something would always pop up to remind her that no, she still had a long way to go before she could forget what had happened. One afternoon, Levy caught Lucy giving her a sneaky hand signal as she stood with Jet and Droy, chuckling as they watched Juvia stalking Gray. She made excuses to her teammates and crept over to where Lucy was hiding behind a large pile of wooden beams.

"What is it, Lu-chan?" She whispered conspiratorially as she crouched behind the pile next to her friend. Lucy looked left and right suspiciously before opening the thick messenger bag at her side and producing a heavy sheaf of papers.

"It's the 3 most recent chapters of my book!" Lucy crowed, holding the stack at Levy, her eyes sparkling with pride. "I was hoping you could take a look at it for me like you did that other time, it really helped! "

Levy gave a wordless squeal of excitement and threw her arms around Lucy in an enthusiastic hug. To her surprise and confusion, Lucy gasped and jolted away from her, nearly dropping her precious chapters.

"Lu-chan?" Levy asked, a bit hurt, and Lucy fluttered her hands, overflowing with apologies.

"No! I'm sorry, Levy-chan, it's just I'm still a bit sore, that's all," she exclaimed, rubbing her side gingerly.

"What? Why? What happ-" Levy's voice trailed off as Lucy lifted her shirt with a grimace to reveal an awful, spreading bruise on her side, colored all the sickly rainbow hues of healing.

"I – that –" Levy seemed to have lost her voice. "Is that…from…" She went silent, but Lucy nodded grimly.

"Yeah. He did that. If it wasn't for Natsu…" Lucy trailed off and shook her head, smiling ruefully. "It's okay though! I'm okay, and it's healing and I'll be perfectly fine in a couple of days, so don't worry about it, Levy!"

Lucy hugged her friend tight around the shoulders and smiled. Levy swallowed, her face taut with a million conflicting emotions. Admiration for her friend. Rage that she had had to suffer. An awful sense of disappointment at her own weakness. As she opened her mouth to say something, anything, express the wonder and pride she felt at her best friend's amazing bravery, Natsu suddenly poked his head into their hiding place and gave a shout that startled them both into hitting their heads on the beams above them. As they groaned and clutched at the newly-inflicted bumps, Natsu squatted down beside them, almost hopping with excitement.

"Lucy! I finally found you! What are you _doing_ hiding here? We needed you to help us and we couldn't find you anywhere! Why were you hiding?"

He grabbed Lucy by the arm and proceeded to snatch her away despite her vocal protests. Lucy rolled her eyes at Levy and made shooing motions at the stack of papers still on the ground, and Levy grinned and waved her understanding.

As she gathered the sheaves of paper, arranging them into neat stacks, Levy couldn't help but look down at her own fingers. She paused and set the papers on the ground so that she could spread her hands out before her, wiggling her fingers, rolling her bandage-free wrists. Unbidden, a horrible chill ran through her, and she clutched her bare shoulders and shivered, closing her eyes. The worst of her injuries had healed by now, but just because there was no physical evidence anymore didn't mean that the encounter that had caused them wasn't branded in her mind. She shook her head fiercely and told herself to snap out of it, collecting the papers into a neat bundle under her arm and standing to find a place to sit and read.

During a pause between paragraphs, Levy smiled fondly as Lucy began screaming at Natsu and Gray for whatever transgression they'd committed, chasing them in circles around the table. She studied her friend closely, trying to find the source of Lucy's indomitable spirit. In all her indulgent self-pity, she had managed to forget that Lu-chan had faced off with…with him as well, hadn't she? And yet…she seemed unchanged by the experience. Levy's eyes drifted over to where Jet and Droy were (not) helping Max and Macao with the repairs on the bar as Macao sneakily dealt a hand of cards at the same time. The boys snickered and muttered jibes under their breath, liberally elbowing each other in the ribs despite their casts and bandages, trying to get a glance at each others' cards, and Levy couldn't help but smile at the easy familiarity of the scene.

Everyone else seemed to be doing just fine. Why was she the only one who felt so lost? Was it because she had a weaker heart than Jet or Droy or Lu-chan? Watching the Guild go about its reconstruction, watching her friends go about with their daily lives as if nothing had happened only made the experience even more surreal, as if she was living a monochrome existence in a world of color. She closed her eyes and to her horror, felt the stuffy sensation of tears prickling hotly at the corners of her eyes. Tossing a quick excuse to Jet and Droy as she passed them, she made her escape to the womens' restroom, where she sat and cried quietly into her hands, unable to understand why she couldn't seem to move on. When her tears had spent themselves, she got up and took a deep breath, splashing water on her face before returning to her friends, a smile on her face.

She could move past this awful hurt. She would not allow herself to be overwhelmed.

* * *

When evening fell, Levy walked herself back to Fairy Hills, waving at Jet and Droy until they faded out of sight. Most nights she tried to get some reading done before falling asleep, but today every mention of sword or steel in her novels triggered violent, unwelcome flashbacks to fire reflecting off of black steel and red eyes, and in the end she quietly closed her beloved books and set them down, tears streaming silently down her face as she bowed her head and wished desperately that Iron Gajeel had never happened to her. That night she jolted awake in the warm darkness of her room bathed in a cold sweat and clawing at invisible enemies, fire and dark shadows swirling behind her terror-wide eyes, the smell of smoke and seared metal still acrid in her nose.

From that night on she began to use a night-light, something she hadn't done since she was a little girl of six years old and terrified of the dark unknown that haunted the corners of her room. She was plunged in darkness now, only this wasn't the sort of darkness that her charmed, color-changing lacryma nightlight could chase away and she could see no way out of the endless shadow it cast over her. She began to fear the night like she had when she was a child, shying at the darkness of the hallway leading to her room, making sure to leave the Guild before night fell and she was left alone to walk back in the dark, but for all her caution, she was always alone in her room as nighttime fell, with only her nightmares to keep her company.

One night she woke gasping from in the dark, and all was quiet. Her room was still and silent and she was quietly dropping back into sleep, but then – a creak. Under her covers, she went rigid with fear, instantly wide awake as terror chilled her blood. She grasped her bedsheets tight in a white-knuckled grip, too terrified to look or move, keeping her huge eyes fixed rigidly on the edge of her pillowcase.

'It's okay, Levy, It's okay,' she said to herself, as if that would make everything all right. 'They're just floorboards, they can creak sometimes.' It hadn't worked when she was six, and it wasn't working now.

_Creak. _

Another creak, this time closer. She closed her eyes as terror overwhelmed her, her breaths coming in shallow, desperate gasps. She could practically smell the metallic tang of blood and steel, and she KNEW, knew without opening her eyes that he was right there at her bedside, leaning over her with those terrible red eyes and that awful smile, jagged silver claws casting a shadow across her neck as he reached out and – She screamed and flung her blankets sideways and lunged to her feet and _ran_, ran out of her room as if hell itself was about to swallow her. She tripped over one of the endless stacks of books in her room and pushed herself up, sobbing, not even noticing her scraped shins in her desperation to escape. She scrabbled at the wall until she found the doorknob, threw the door open and slammed it wildly shut behind her.

It was only then, when she was in the middle of the dimly-lit hallway, that she sank down onto the ground and began to cry in earnest, both hands over her mouth to muffle her sobs as relief and terror warred with each other, overwhelming her with an intensity of emotion that left her exhausted in their wake.

"Levy! Are you all right? I was in the kitchen when I heard the door slam!"

It was Erza, exquipped in her lacy pajamas, hurrying towards her with a mug in hand. She knelt next to Levy and her eyes grew soft as she laid a hand on the younger girl's shoulder. Levy flinched at the gentle touch. "Levy, what's wrong? What happened?"

Levy pointed at the closed door to her bedroom, her fingers shaking.

"It's…it's – him. Gajeel. He's inside." Her voice faltered. She knew she sounded plaintive and childish and Erza would probably scoff at the ridiculous notion, but she couldn't shake the terrible fear or the palpable menace that came with those creaking footsteps. Erza's hand tightened upon her shoulder, and with a flash of magic, Erza suddenly exquipped into her Heart Kruz armor. She hefted her sword in hand, eyes hard with anger as she stood and reached for the doorknob.

"Wait here, Levy," she said, in a grim, terrible voice as she strode into the dark.

Levy waited outside obediently, shaking, her knees drawn up to her chest and face buried in her arms. She could hear Erza moving slowly about the room, heard the click of flint and tinder as Erza found the candle on her reading desk. There was a long moment of silence where Levy thought she would scream. What if Erza got hurt too? It would be her fault! The image of Gajeel, hanging in wait upon one of her bookshelves to pounce on an unsuspecting Erza flashed in her mind, and she unfolded her legs and got up, flinging the door open violently – only to see Erza exquipping quietly back into her pajamas.

"W-what?" Levy asked, looking around in bewilderment. The candle that Erza was holding lit up her room, the flickering orange light revealing…nothing. Absolutely nothing. Her room was empty of intruders, save for her books.

"But," Levy said, her voice shaking as her eyes darted from shadow to shadow, as if Iron Gajeel could leap out at any moment. "But I heard…" Her voice broke, and Erza put a reassuring arm around her. Levy leaned against Erza, knees shaking with a combination of disbelief and gratitude.

"There's nothing here," Erza said soothingly. "No one is here, especially not him. See, your window is closed too, and it locks from the inside, so no one could have possibly come in. Everything is all right. It was just a nightmare."

Levy buried her face into Erza's shoulder and Erza hugged her gently as she began to cry.

"No, but it was so real," Levy whispered, her face a mask of misery.

Erza nodded. "They always are," she whispered back. "But you're safe. We won't let him hurt you again."

Erza guided Levy back to her bed and sat both of them upon it, keeping her arm around the smaller girl as Levy cried against her. She rested her head against Levy's in a comforting gesture and murmured quiet reassurances until Levy's tears played themselves out and she began to slouch under Erza's arm, eyelids fluttering as she struggled to stay awake. Erza smiled and carefully angled Levy towards the pillows, but as she withdrew her arm from around Levy's shoulders and made to leave, Levy suddenly sat up sharply, clutching at her clothes, eyes wide with stark fear.

"Don't go!" she cried, and the plaintive note of fear and hope in her voice made Erza pause and sit back down. Levy looked down abruptly and fiddled with her blankets, flushing with embarrassment at her outburst. "Sorry about that, Erza. I didn't really mean it," she mumbled. "You don't really have to stay, I'll be fine." There was an aching note in Levy's voice that spoke volumes despite her brave words and Erza smiled at her.

"Don't worry, Levy. I'll stay here just until you fall asleep, is that all right?" Levy nodded, looking sheepish, but she settled herself back into her bed as Erza took up a seat at Levy's overburdened reading desk.

"Sorry for the mess," Levy said, looking acutely embarrassed at the haphazard piles of books stacked all around them. Erza waved her concerns off and plucked a novel with a saucy-sounding title from the stack nearest her, arranging herself comfortably in the large reading chair as Levy sighed and pulled her blankets up around her. They fell into a comfortable silence, broken by the quiet flipping of pages as Erza began to read.

"Thanks, Erza," Levy finally murmured, already half-asleep.

Erza paused and smiled as she saw Levy's eyes slip shut. "You're welcome, Levy," she whispered.

She stayed until she heard Levy's breathing deepen and even out into the steady rhythm of sleep before blowing out the candle and tiptoeing to the door, novel in hand. As she opened the door leading to the hallway, she looked back at the slight lump that was her friend underneath the blankets and smiled sadly. It was nostalgic, really. Hilda-baa had once done the same thing for her when she was younger and terrible nightmares of an endless tower into the sky still plagued her dreams. Now, even though they were all grown, Erza still felt a measure of protectiveness for the younger girls of Fairy Tail. As children, Levy and Cana had looked up to her with a mixture of adoration and awe, even as they looked up to her now with respect and love. It was a strange feeling, being both mother and friend.

With a whispered good-night, Erza closed the door and retreated quietly to her own room for the remainder of the night.

* * *

As the last of Levy's injuries finally healed, she began to wheedle Erza and Master to let her help with the repairs. Though they were both reluctant, she stared them down until they finally let her, and she threw herself into the work with good cheer and vigorous abandon, supporting Laki and Elfman and all the other Guild members with her Solid Script as they labored to raise their new Guild Hall.

Secretly, Levy was also half-hoping that the physical and magical exertion would keep her from thinking about the awful darkness that was her room at night, but it quickly became clear that despite the added workload of the Guild Hall repairs, she continued to toss and mumble uneasily through the night, waking up just as tired as when she fell into bed. She'd always been scared of the dark, but that vague fear had never taken on a tangible presence before as it did now. Every night her room coiled with nightmares and they all took the same shape – shadows with red eyes and a demon's smile. Her fitful sleep was slashed through by predators with fanged grins and sword-edged scales no matter what kind of night-light she left burning before she went to sleep and it had become a dogged routine for her to wake up panting in the middle of the night, throat sore as if she'd been shouting, eyes darting wildly around her room for any sign of her nightmares come to life.

Shadows began to smudge under her eyes as her nightmares refused to go away and Jet and Droy grew increasingly worried, exchanging concerned glances behind her back but unsure of what to do or how to help. When they asked if she was all right (which was quite often), she would always brush off their concern with a lighthearted flip of her hand, but, both Jet and Droy could see some awful, unnamable emotion eating her away from the inside out, and they couldn't figure out how to bring her back. Thus, they did the only thing they knew how to do.

"Levy! Let's go on a job!"

Levy turned at Jet's eager voice as he zipped to her side, a job request in his good hand, Droy puffing along behind him.

"Look, Levy! It's just a simple mission, to go and pick up some books in Naruben and bring them back to Magnolia, and you can probably finish reading the books by the time we get back! Doesn't this sound great?" He shook the paper at her enthusiastically until she reached out and took it from him, scanning it over.

"It's great," she finally said, smiling, and Jet and Droy beamed at each other. "But you guys…are you sure you're ready to go on a mission? Your arm, Jet…and your leg, Droy." The boys exchanged glances and puffed out their chests.

"Nah, Levy! You know that we'll be just fine! Look, most of this is travel by train and it's only a few stations away so we won't be walking much, and Naruben is really close to Magnolia anyways. We'll just pick up the books and head back, and you can spend all day reading them before you deliver them to the client! Plus, I don't need my arm as long as I've got my legs, see?" Jet zipped to the front of the Guild and back in a blur of motion, grinning proudly.

He continued to dart back and forth until Levy finally laughed and nodded, handing him the request form which he snatched from her with a huge grin. As Jet started to make his way over to Mirajane to report their mission, a sudden snapping retort of lightning sounded from above him and the paper was incinerated in his hand, leaving him gasping, flinging the burning shreds of the request form away. Levy and Droy turned, white-faced, as a loud snort sounded from behind them.

"_Pathetic._ Pathetic, all of you. Don't go taking jobs when all that'll happen is that you'll embarrass us even more than you already have."

Levy felt her shame mix with embarrassment as she saw who was speaking, because this was _Laxus_, who she'd always admired and he was actually _here_ in the Guild, and why was he saying such horrible things? He continued, a sneer playing across his face as he took in the rest of the Guild gaping at him.

"Honestly, to be looked down upon by a guild like Phantom Lord? Goddamn _embarrassing_. I couldn't even look anyone in the face afterwards for the shame."

"Laxus, you _bastard_," Erza said, a scorching fury in her voice, but Laxus didn't even take notice of her. Instead, he swiveled and pinned Levy with the full-fledged malice and scorn of his glare, and she was suddenly frozen with shock at the absolute, crippling contempt in his eyes.

"I'm talking about YOU, you," he said then, pointing accusingly, unequivocally at her, and her heart stuttered with horror and awful, awful shame in her chest.

"I heard that you guys were beaten up by Iron Dragon Gajeel? Tch! You're a fucking disgrace to Fairy Tail!" He laughed shamelessly at Shadow Gear's humiliation and Levy bit her lip, squeezing her eyes shut as heat rose slowly behind her eyelids. This was public crucifixion of a different sort, but it felt just as awful…even worse because this man was supposed to be one of their own, and he was ripping them apart with dark glee right in front of their own nakama.

"Speaking of which, what are your names? Who _are_ you guys?" Laxus snorted through his laughter, and Levy felt any of the small thread of affection for Laxus from her childhood days shrivel into ash in her heart as tears threatened to spill from her eyes. Laxus' words overlapped another voice in her head, the same casual malice and dripping scorn. _Useless. __Pathetic. __You__'__re __so __goddamn __weak_. She closed her eyes and her lip wobbled helplessly. It _hurt_.

Jet and Droy stood like trees next to her, paralyzed with shame but unable to mount any sort of defense, and she knew that they were terrified of drawing the full heat of Laxus' scorn upon them instead, but she couldn't help but wish that they had said something, anything, despite knowing that there was nothing to say. Laxus was right. They _had _been defeated. But did he really have to be so needlessly cruel?

When Laxus finally turned his attention away from them, she couldn't help the single sob that escaped her. She turned away from everyone to hide it, putting her hands over her face as she tried not to fall apart in front of the entire Guild, in front of Laxus himself. It would only serve to make his accusations correct. Still, silent tears slid slowly down her face and her shoulders hitched with her stifled sobs. She only tensed with fear when she heard Laxus' voice rising above all others, a gleeful fury in his voice.

"If I succeed, I'll erase all the weak shits from the Guild, every single one who opposes me! I'll build history's strongest Guild, a Guild that no one will ever look down upon! Be prepared, you weaklings!" His laughter chased her on his way out and she bit her lip as tears leaked out from her closed eyes, because she couldn't help but feel that it was meant for her.

That night, she's facing off against Gajeel again in her nightmares, but to her horror, he's suddenly speaking with a terrible overlay of both his and Laxus' voice and its their words that shred her into pieces instead, rooting themselves far deeper into her than any physical blow could. she wakes up sobbing, the echoes of their scornful words and mocking laughter chasing her even into wakefulness.

* * *

She was…she was not fine, she concluded miserably one night, tears sliding hot down her face to wet her pillow as she struggled not to fall asleep. She didn't know how Jet and Droy could return to their regular lives as if nothing had happened, as if Gajeel Redfox had just been a speed bump in the road that they'd gone over and were done with. He was more like a mountain blocking her path and she would never be able to pass his endless shadow. When she tried to move on with her life and forget what had happened, it felt like she was taking two steps backwards for every step she took forward, as if she was caught in the grip of a high wind or riptide that despite all her struggles, she would never be able to break free from.

The next day at the Guild as Levy sat at the bar picking halfheartedly at her food and drowsy and lightheaded from lack of sleep, she was only vaguely aware that there was a slow, gathering press of people around her who hadn't been around her a minute ago. It was only when a gentle hand landed on her shoulder that she started and sat up with a jolt to see her friends gathered around her with the same half-sad, half-hopeful smile on their faces.

"Guys, what?" she started, but Mirajane gave her shoulder a light squeeze.

"Levy…" she said gently.

"Levy, we're all worried about you," Droy continued for her as Jet gave her a beseeching look.

"Everyone, please, I'm fine!" Levy said, pulling a smile onto her face that didn't quite reach her tired eyes. She fluttered her hands at the crowd of her friends. "Don't be silly! Go back to work! Why are you guys all hanging around here?"

Everyone exchanged looks.

"Levy…you're…you're _not_ fine," Droy finally said, reaching out to rest one hand on her shoulder. Levy twitched away from him, shrugging off both his hand and Mirajane's, but Lucy elbowed through the crowd to stand in front of her best friend and settled both hands against Levy's shoulders.

"Phantom's Gajeel," she said without flinching, and Levy closed her eyes as a tremor ran through her. Her mouth turned down at the corners, but she took a deep breath and rallied.

"Not you too, Lu-chan!" she exclaimed. "You should know-"

"I do," Lucy said firmly. "That's why I can tell you haven't been sleeping well either, but…but at least I'm going out on missions. At least I'm still moving, still learning. But Levy...you've come to a stop, and we can all see why."

"Please, don't be ridiculous!" Levy said again, but her voice shook and she looked down, refusing to meet anyone's eyes. Lucy smiled at her best friend, squeezing Levy's shoulders gently.

"You've been trying to deal with this all on your own for a long time now, but you don't have to anymore. We're all here for you, remember? Your friends? These people you share the Guild with? We're here for you."

"You don't have to face this all alone."

The same words came murmured encouragingly from every one of the people gathered around her, her _friends_, and Levy closed her eyes as that strange and undefinable emotion she'd come to associate with Iron Gajeel rose and choked her. She took a deep breath, but midway through it turned into a sob, and with a sudden intensity that shocked her, she was suddenly crying and crying _hard_, a month's worth of pent-up emotion finally bursting, all the tears she had held back during the fight, after the fight, during the rebuilding of their broken Guild, during her awful lonely nights pouring out from her as if a dam had burst.

Lucy, Mirajane, then Elfman and Droy and Jet and Max and Nav and Natsu and Gray and Erza and everyone else surged forward to wrap their arms around her in a fierce hug, and she smiled past her tears and hugged them all back, gratitude and love burning like a bright, cleansing flame in her heart, chasing the darkness away.

_She was so lucky to have friends like them. _

Gajeel's black shadow in her path grew a little less long. It was still there, but with the bright light of her friends around her and their trust and love surrounding her, she could finally raise her head and look past that all-encompassing darkness to see the light of her new life on the other side. She hugged Lucy tight, laughing and crying at the same time as a sudden resolve that she thought she'd lost blazed back to life, unquenchable.

She would take a step into that deep shadow and emerge unscathed because she wasn't going alone. She would pass over Iron Gajeel's black influence and continue on with her life. She wouldn't let fear hold her back anymore.

With that decision made, she finally drew back, wiping at her eyes and offering apologies and teary smiles to all her gathered friends. They smiled back and cheered as she finally brushed the last of her tears away and beamed at them, the first trademark _Levy_ smile they'd seen from her since the attack. Droy and Jet both offered her their hands, and laughing, she grabbed them and they hauled her up with huge grins, hiking her onto their shoulders an dangling her like a kid between them. She giggled helplessly as they tottered their way over to the job request board like that as Jet and Droy whooped and cheered for everyone to hear that Shadow Gear was unstoppable now that their Levy was back!

"What are you talking about, you silly guys?" Levy asked fondly during a break between their raucous yelling. "I never left."

Jet and Droy exchanged identical grins and hugged their leader a little tighter between them before finally letting her down in front of the request board. As Levy looked over the assorted job flyers with a critical eye and the Guild returned to its normal hustle and bustle around them, the day seemed brighter and more cheerful than before.

Lucy turned from her conversation with Erza and smiled as she watched Jet and Droy bickering with each other over a flyer as Levy rolled her eyes good-naturedly at them, ushering them over to Mirajane to take the mission. Surreptitiously, Lucy lifted the hem of her shirt, looking down and running her hand over the smooth, perfectly healed skin of her side with a wistful sigh. When Natsu and Happy suddenly burst in on her with their own job flyer in hand and yelling something about competition with Shadow Gear, Lucy couldn't help but laugh, despite Natsu's ridiculous, overenthusiastic zeal.

It seemed like things really _were_ finally returning to normal.

* * *

**A/N** - This CHAPTER. This – this – jdhfajsdlf this CHAPTER gave me SO much trouble. I rewrote it, literally 3 times over, from scratch each time because it was just so BAD the first few times over. Just…OOC central, timeline not matching up, did I mention OOC central? I'm still a bit unhappy with this version as well, but compared to its previous awful incarnations, this is _gold_. Urgh. I am sincerely sorry for how late this one has been in coming, but I'm so excited for the Fighting Festival arc, I really hope I do it justice!


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